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Strategic Alliance Agreement
Strategic Alliance Agreement (98K)
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STRATEGIC ALLIANCE AGREEMENT
This Agreement ("Agreement") is effective as of October 15, 2002 ("Effective
Date") by and between ZiLOG, Inc., a Delaware corporation having a place of
business at 532 Race Street, San Jose, CA 95126 ("ZiLOG"), and USA Technologies,
Inc., a Pennsylvania corporation having a place of business at 200 Plant Ave.,
Wayne, PA 19087-3520 ("USAT") (each individually a "Party" and collectively, the
"Parties").
Whereas:
(A) ZiLOG is a semiconductor company and has developed a web-enabled processor
that may be used in the retail point of sale market;
(B) USAT has developed cashless payment technology, including credit or debit
card payment technology as well as associated financial network systems,
including its e-PortTM credit/debit card payment technology; and
(C) The Parties wish to establish a strategic alliance pursuant to which they
will collaborate on certain projects including, (a) the design and
development of a point of sale ("POS") reference design and development kit
to be marketed by ZiLOG and (b) an eZ80 based e-port POS terminal to be
marketed by USAT to its markets, based on a combination of ZiLOG's
technology and expertise and USAT's technology and expertise.
NOW THEREFORE, in consideration of the premises and mutual covenants contained
herein, the sufficiency and adequacy of which are acknowledged, and intending to
be legally bound, the Parties agree as follows:
ARTICLE 1 - DEFINITIONS
Unless defined elsewhere in this Agreement, capitalized terms shall have
the meanings set forth in this Article 1:
"Confidential Information" means, with respect to a Party, all proprietary
or confidential material or information relating thereto obtained in
connection with this Agreement. Confidential Information shall include all
communications or data in any form including, without limitation, oral,
written, graphic, electronic or electromagnetic form, which contain any
information related to the disclosing Party and/or its products and/or its
business including, without limitation, processes, patents, technology,
know-how, techniques, improvements, inventions, business plans and
strategies, marketing plans, product plans, trade secrets, customer lists,
supplier lists, transaction methods and relationships between the
disclosing Party and other entities, clients, financial records or
information, phone numbers, addresses, security records and methods,
formulas, development and marketing methods, designs, design practices,
product or material sources and relationships, potential customers and
listings, employee information (including, without limitation, employee
identification, job titles, job duties and compensation), or contractor
information, any information learned by the receiving Party in the process
of examining any informa
141673
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USA Technologies
As referenced in this Strategic Alliance Agreement:
USA Technologies,
Inc – by and between ZiLOG, Inc., a Delaware corporation having a place of
business at 532 Race Street, San Jose, CA 95126 ("ZiLOG"), and USA Technologies,
Inc ., a Pennsylvania corporation having a place of business at 200 Plant Ave.,
Wayne, PA 19087-3520 ("USAT") (each individually a "Party" and
_____________
USA TECHNOLOGIES, INC – Agreement shall not affect its
interpretation.
In witness whereof, the Parties have executed this Agreement on the dates set
forth below.
Zilog INC. USA TECHNOLOGIES, INC .
By /S/ Mike Burger By /S/ Stephen P. Herbert
-------------------------- ----------------------------
Name: Mike Burger Name: Stephen P. Herbert
Title: President Title: President
Date: 10/
_____________
USA Technologies, Inc – ware sion software, loads/runs on a
single PC
---------------------------------- --------------------------------- --------------------------------
{/TABLE}
25
{PAGE}
Appendix E
USAT LICENSE TERMS
26
{PAGE}
SOFTWARE LICENSE AGREEMENT
Licensor:
USA Technologies, Inc .
200 Plant Avenue
Wayne, PA 19087
End User:
---------
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
Effective
Date:
-------------------------------
INTENDING TO BE LEGALLY BOUND, and in consideration of the mutual
agreements
_____________
USA TECHNOLOGIES, INC – of Pennsylvania, without reference
to choice of law principles.
WITNESS THE DUE EXECUTION AND DELIVERY HEREOF AS OF THE DATE FIRST STATED
ABOVE.
USA TECHNOLOGIES, INC .
By:
-------------------------------
Name
and Title:
------------------------
END USER:
-------------------------
By:
------------------------------
Name
and Title:
------------------------
34
{PAGE}
Strategic Alliance Agreement Final Draft - October 14, 2002
Appendix F
_____________
dt 272604
;
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ZiLOG
As referenced in this Strategic Alliance Agreement:
ZiLOG, – TEXT}
{PAGE}
Exhibit 10.39
STRATEGIC ALLIANCE AGREEMENT
This Agreement ("Agreement") is effective as of October 15, 2002 ("Effective
Date") by and between ZiLOG, Inc., a Delaware corporation having a place of
business at 532 Race Street, San Jose, CA 95126 ("ZiLOG"), and USA Technologies,
Inc.,
_____________
"ZiLOG" – Effective
Date") by and between ZiLOG, Inc., a Delaware corporation having a place of
business at 532 Race Street, San Jose, CA 95126 ("ZiLOG" ), and USA Technologies,
Inc., a Pennsylvania corporation having a place of business at 200 Plant Ave.,
Wayne, PA 19087-3520 ("USAT") (each
_____________
ZiLOG – a place of business at 200 Plant Ave.,
Wayne, PA 19087-3520 ("USAT") (each individually a "Party" and collectively, the
"Parties").
Whereas:
(A) ZiLOG is a semiconductor company and has developed a web-enabled processor
that may be used in the retail point of sale market;
(B)
_____________
ZiLOG – certain projects including, (a) the design and
development of a point of sale ("POS") reference design and development kit
to be marketed by ZiLOG and (b) an eZ80 based e-port POS terminal to be
marketed by USAT to its markets, based on a combination of ZiLOG'
_____________
ZiLOG' – ZiLOG and (b) an eZ80 based e-port POS terminal to be
marketed by USAT to its markets, based on a combination of ZiLOG' s
technology and expertise and USAT's technology and expertise.
NOW THEREFORE, in consideration of the premises and mutual covenants contained
herein, the
_____________
dt 217785
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Strategic Alliance Agreement
Strategic Alliance Agreement (98K)
Doc #405791: Click preview link for longer preview.
STRATEGIC ALLIANCE AGREEMENT
This Agreement ("Agreement") is effective as of October 15, 2002 ("Effective
Date") by and between ZiLOG, Inc., a Delaware corporation having a place of
business at 532 Race Street, San Jose, CA 95126 ("ZiLOG"), and USA Technologies,
Inc., a Pennsylvania corporation having a place of business at 200 Plant Ave.,
Wayne, PA 19087-3520 ("USAT") (each individually a "Party" and collectively, the
"Parties").
Whereas:
(A) ZiLOG is a semiconductor company and has developed a web-enabled processor
that may be used in the retail point of sale market;
(B) USAT has developed cashless payment technology, including credit or debit
card payment technology as well as associated financial network systems,
including its e-PortTM credit/debit card payment technology; and
(C) The Parties wish to establish a strategic alliance pursuant to which they
will collaborate on certain projects including, (a) the design and
development of a point of sale ("POS") reference design and development kit
to be marketed by ZiLOG and (b) an eZ80 based e-port POS terminal to be
marketed by USAT to its markets, based on a combination of ZiLOG's
technology and expertise and USAT's technology and expertise.
NOW THEREFORE, in consideration of the premises and mutual covenants contained
herein, the sufficiency and adequacy of which are acknowledged, and intending to
be legally bound, the Parties agree as follows:
ARTICLE 1 - DEFINITIONS
Unless defined elsewhere in this Agreement, capitalized terms shall have
the meanings set forth in this Article 1:
"Confidential Information" means, with respect to a Party, all proprietary
or confidential material or information relating thereto obtained in
connection with this Agreement. Confidential Information shall include all
communications or data in any form including, without limitation, oral,
written, graphic, electronic or electromagnetic form, which contain any
information related to the disclosing Party and/or its products and/or its
business including, without limitation, processes, patents, technology,
know-how, techniques, improvements, inventions, business plans and
strategies, marketing plans, product plans, trade secrets, customer lists,
supplier lists, transaction methods and relationships between the
disclosing Party and other entities, clients, financial records or
information, phone numbers, addresses, security records and methods,
formulas, development and marketing methods, designs, design practices,
product or material sources and relationships, potential customers and
listings, employee information (including, without limitation, employee
identification, job titles, job duties and compensation), or contractor
information, any information learned by the receiving Party in the process
of examining any informa
1
{PAGE}
tion supplied by the disclosing Party, and any other information of any
nature and in any form disclosed to the receiving Party by the disclosing
Party or learned by the receiving Party, which relates to or is useful in
the disclosing Party's current or anticipated future business operations.
However, Confidential Information shall not include any information or
material that: (a) is generally known or becomes generally known to the
public without impropriety; (b) was independently developed by the
receiving Party without impropriety; (c) is received from a Third Party who
obtained such information without im propriety; or (d) whose disclosure is
compelled by law; provided that any such disclosure shall not otherwise
affect the confidential nature of any such information.
"Intellectual Property" means all patents, patent applications, patented
and unpatented inventions, design rights, copyrights (including, without
limitation, rights in computer software), know-how and other trade secret
rights, and all other intellectual property rights and the rights or forms
of protection of a similar nature or having equivalent or similar effect to
any of these rights (whether or not any of these rights is registered, and
including, without limitation, applications for registration of, and rights
to apply for, any such rights). In the case of patent applications and
patents, Intellectual Property shall also include all existing and future
provisional and utility applications, continuations, divisionals,
continuations-in-part, reissues, reexaminations, foreign counterparts, and
any other patent application or patent derived therefrom or claiming
priority thereto.
"Joint Intellectual Property" means any Intellectual Property in or
associated with the Joint Technology, exclusive of the ZiLOG Intellectual
Property and the USAT Intellectual Property.
"Joint Technology" means Technology that: (a) is related to the subject
matter of this Agreement; (b) is developed during the Term of this
Agreement; and (c) is jointly developed by employees of ZiLOG and USAT.
"Person" means any individual, entity, firm, corporation, partnership,
association, limited liability company, joint-stock company, trust or
unincorporated association.
"POS Reference Design" means the POS reference design, as more particularly
described in Appendix A, as amended from time to time by the Parties.
"POS Development Kit" means the POS development kit, as more particularly
described in Appendix A, as amended from time to time by the Parties.
"Technology" means any tangible or intangible product, process, article of
manufacture, work of authorship, data, information software, hardware, or
other technological subject matter.
"Third Party" means a Person other than USAT and ZiLOG.
"USAT Intellectual Property" means all the Intellectual Property in or
associated with the USAT Technology.
2
{PAGE}
"USAT Software" means any proprietary software owned or created by USAT as
more particularly described in Appendix D as modified from time to time.
"USAT Technology" means Technology related to the subject matter of this
Agreement that is: (a) owned or controlled by USAT prior to the Effective
Date; (b) developed or acquired by USAT outside of, or independently of,
this Agreement; or (c) developed by either Party during the Term of this
Agreement but which primarily constitutes a modification, improvement, or
enhancement of, or is otherwise predominantly based on, a USAT Technology.
For example and without limitation, USAT Technology shall include USAT
Software that either predates or is developed outside or independently of
this Agreement, as well as any Technology that is primarily a modification,
improvement, enhancement thereof or based predominantly thereon.
"ZILOG Intellectual Property" means all the Intellectual Property in or
associated with the ZiLOG Technology.
"ZiLOG Technology" means Technology related to the subject matter of this
Agreement that is: (a) owned or controlled by ZiLOG prior to the Effective
Date; (b) developed or acquired by ZiLOG outside of, or independently of,
this Agreement; or (c) developed by either Party during the Term of this
Agreement but which primarily constitutes a modification, improvement, or
enhancement of, or is otherwise predominantly based on, a ZiLOG Technology.
For example and without limitation, ZiLOG Technology shall include ZiLOG's
405791
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USA Technologies
As referenced in this Strategic Alliance Agreement:
USA Technologies,
Inc – as of October 15, 2002 ("Effective
Date") by and between ZiLOG, Inc., a Delaware corporation having a place of
business at 532 Race Street, San Jose, CA 95126 ("ZiLOG"), and USA Technologies,
Inc ., a Pennsylvania corporation having a place of business at 200 Plant Ave.,
Wayne, PA 19087-3520 ("USAT") (each individually a "Party" and collectively, the
"Parties").
Whereas:
(A) ZiLOG is
_____________
USA TECHNOLOGIES, INC – 10.11 Headers. The headings in this Agreement shall not affect its
interpretation.
In witness whereof, the Parties have executed this Agreement on the dates set
forth below.
Zilog INC. USA TECHNOLOGIES, INC .
By /S/ Mike Burger By /S/ Stephen P. Herbert
-------------------------- ----------------------------
Name: Mike Burger Name: Stephen P. Herbert
Title: President Title: President
Date: 10/15/02 Date: 10/15/02
13
{
_____________
USA Technologies, Inc – Visual Basic ver- Development board call in
ware sion software, loads/runs on a
single PC
---------------------------------- --------------------------------- --------------------------------
{/TABLE}
25
{PAGE}
Appendix E
USAT LICENSE TERMS
26
{PAGE}
SOFTWARE LICENSE AGREEMENT
Licensor:
USA Technologies, Inc .
200 Plant Avenue
Wayne, PA 19087
End User:
---------
-----------------------------------
-----------------------------------
-----------------------------------
-----------------------------------
Effective
Date:
-------------------------------
INTENDING TO BE LEGALLY BOUND, and in consideration of the mutual
agreements stated below, Licensor and End User agree
_____________
USA TECHNOLOGIES, INC – accordance with the laws of the Commonwealth of Pennsylvania, without reference
to choice of law principles.
WITNESS THE DUE EXECUTION AND DELIVERY HEREOF AS OF THE DATE FIRST STATED
ABOVE.
USA TECHNOLOGIES, INC .
By:
-------------------------------
Name
and Title:
------------------------
END USER:
-------------------------
By:
------------------------------
Name
and Title:
------------------------
34
{PAGE}
Strategic Alliance Agreement Final Draft - October 14, 2002
Appendix F
ZILOG STANDARD TERMS AND CONDITIONS
35
{PAGE}
_____________
dt 1538209
;
|
ZiLOG
As referenced in this Strategic Alliance Agreement:
ZiLOG, – 10.39
{SEQUENCE}8
{FILENAME}doc9.txt
{TEXT}
{PAGE}
Exhibit 10.39
STRATEGIC ALLIANCE AGREEMENT
This Agreement ("Agreement") is effective as of October 15, 2002 ("Effective
Date") by and between ZiLOG, Inc., a Delaware corporation having a place of
business at 532 Race Street, San Jose, CA 95126 ("ZiLOG"), and USA Technologies,
Inc., a Pennsylvania corporation having a place of
_____________
"ZiLOG" – is effective as of October 15, 2002 ("Effective
Date") by and between ZiLOG, Inc., a Delaware corporation having a place of
business at 532 Race Street, San Jose, CA 95126 ("ZiLOG" ), and USA Technologies,
Inc., a Pennsylvania corporation having a place of business at 200 Plant Ave.,
Wayne, PA 19087-3520 ("USAT") (each individually a "Party" and collectively, the
"Parties").
_____________
ZiLOG – USA Technologies,
Inc., a Pennsylvania corporation having a place of business at 200 Plant Ave.,
Wayne, PA 19087-3520 ("USAT") (each individually a "Party" and collectively, the
"Parties").
Whereas:
(A) ZiLOG is a semiconductor company and has developed a web-enabled processor
that may be used in the retail point of sale market;
(B) USAT has developed cashless payment technology, including
_____________
ZiLOG – pursuant to which they
will collaborate on certain projects including, (a) the design and
development of a point of sale ("POS") reference design and development kit
to be marketed by ZiLOG and (b) an eZ80 based e-port POS terminal to be
marketed by USAT to its markets, based on a combination of ZiLOG's
technology and expertise and USAT's
_____________
ZiLOG' – and development kit
to be marketed by ZiLOG and (b) an eZ80 based e-port POS terminal to be
marketed by USAT to its markets, based on a combination of ZiLOG' s
technology and expertise and USAT's technology and expertise.
NOW THEREFORE, in consideration of the premises and mutual covenants contained
herein, the sufficiency and adequacy of which are acknowledged,
_____________
dt 1022715
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Strategic Alliance Agreement
Strategic Alliance Agreement (16K)
Doc #1116027: This document is immediately available for purchase, but does not have a preview available for viewing.
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Strategic Alliance Agreement
Strategic Alliance Agreement (28K)
Doc #1137695: Click preview link for longer preview.
STRATEGIC ALLIANCE AGREEMENT
This AGREEMENT is entered into as of November 2, 2001, (the "Effective
Date"), by and between Aquila Technologies Group, Inc., a New Mexico corporation
("Aquila"), and Ambient Corporation, a Delaware corporation ("Ambient").
W I T N E S S E T H
WHEREAS, Aquila provides, inter alia, through its subsidiaries, a wide
range of research and development and equipment fabrication.
WHEREAS, Ambient is an internet and telecommunications solutions . . .
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Alliance Agreement
Alliance Agreement (110K)
Doc #1222741: Click preview link for longer preview.
HAS BEEN REQUESTED IS OMITTED AND IS IDENTIFIED BY THREE ASTERISKS, AS FOLLOWS
"* * *." AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.
ALLIANCE AGREEMENT
**********************************
This Alliance Agreement (this "Agreement") is entered into as of May
16, 2003 (the "Date of this Agreement") by and between Advanced Technology
Materials, Inc., a Delaware corporation on its own behalf and on behalf of its
Affiliates (" . . .
1222741
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Alliance Agreement
Alliance Agreement (105K)
Doc #1726922: Click preview link for longer preview.
ALLIANCE AGREEMENT
This Alliance Agreement (the �Agreement�) is made the 16th day of June, 2003 (the �Effective Date�) between:
BETWEEN
ALIEN TECHNOLOGY CORPORATION (�ALIEN�) a company organized and existing under the laws of California, with a place of business at 18220 Butterfield Blvd, Morgan Hill, CA 95037, represented by Stavro Prodromou, in his quality of President and Chief Executive Officer,
On the one hand,
AND
STMicroelectronics NV (�ST�) a company organized and existing under the laws of the Netherlands, with a place of business at WTC Schiphol Airport Amsterdam, . . .
1726922
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STMicroelectron.
As referenced in this Alliance Agreement:
STMicroelectronics N – a place of business at 18220 Butterfield Blvd, Morgan Hill, CA 95037, represented by Stavro Prodromou, in his quality of President and Chief Executive Officer,
On the one hand,
AND
STMicroelectronics N V (ST) a company organized and existing under the laws of the Netherlands, with a place of business at WTC Schiphol Airport Amsterdam, Schiphol Boulevard 265, 1118 BH Schiphol Airport,
_____________
STMicroelectronics N – waiver of any subsequent breach of the same term, condition, or provision.
IN WITNESS WHEREOF, each Party has executed this Agreement by signature of its authorized representative.
ALIEN Technology Corporation
STMicroelectronics N V
By:
/S/ STAV PRODROMOU
By:
/S/ CARLO BOZOTTI
Name:
Stav Prodromou
Name:
Carlo Bozotti
Title:
Chief Executive Officer
Title:
Corporate V.P.
Date:
June 16, 2003
Date:
July 4,
_____________
STMicroelectronics N – Development Agreement (Agreement) is entered into by and between Alien Technology Corporation (Alien), a California corporation with a place of business at 18220 Butterfield Boulevard, Morgan Hill, California, 95037 and STMicroelectronics N .V., a Dutch corporation, with its registered office at WTC Schiphol Airport, Schiphol Boulevard 265, 1118 BH Schiphol Airport, Amsterdam, The Netherlands, acting through its Swiss Branch located at
_____________
STMICROELECTRONICS N – to and govern this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates set forth below effective as of the Effective Date.
ALIEN TECHNOLOGY CORPORATION
STMICROELECTRONICS N .V.
By:
By:
Name:
Name:
Title:
Title:
Date:
Date:
***
Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have
_____________
dt 1465865
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M.I.T.
As referenced in this Alliance Agreement:
Massachusetts Institute of Technology – other hand.
Collectively referred to as the Parties or individually as the Party.
RECITALS
1.
ST and ALIEN are both active sponsors of the Auto-ID Center created by the Massachusetts Institute of Technology (MIT) and share its vision of a common specification to drive mass adoption of low-cost RFID as a next-generation Auto-ID solution;
2.
ALIEN has developed high-
_____________
dt 1549320
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